Economic Action Plan 2013 Act, No. 1 (S.C. 2013, c. 33)

Marginal note:Purpose

201. The purpose of this Division is to authorize measures for the reorganization and divestiture of all or any part of Ridley Terminals Inc.’s business, which will allow the Government of Canada to pursue its objective of obtaining the best value for the business from a buyer who will operate the business on a long-term and sustainable basis and with open access to its services.

Marginal note:Authority to sell shares, etc.

202. The Minister may, with the approval of the Governor in Council and on any terms that the Governor in Council considers appropriate, take any of the following measures:

• (a) sell or otherwise dispose of some or all of the securities of Ridley Terminals Inc.;

• (b) procure an addition to, or other material change in, the objects or purposes for which Ridley Terminals Inc. is incorporated or the restrictions on the businesses or activities that it may carry on, as set out in its articles;

• (c) procure the amalgamation of Ridley Terminals Inc.; and

• (d) procure the dissolution of Ridley Terminals Inc.

Marginal note:Authority with respect to entities

• 203. (1) The Minister may, with the approval of the Governor in Council and on any terms that the Governor in Council considers appropriate, take any of the following measures:

  • (a) procure the incorporation of a corporation, securities of which, on incorporation, would be held by, on behalf of or in trust for Her Majesty in right of Canada and sell or otherwise dispose of some or all of the securities of the corporation;

  • (b) procure the formation of any other entity, securities of which, on formation, would be held by, on behalf of or in trust for Her Majesty in right of Canada and sell or otherwise dispose of some or all of the securities of the entity;

  • (c) acquire securities of a corporation that, on acquisition, would be held by, on behalf of or in trust for Her Majesty in right of Canada and sell or otherwise dispose of some or all of the securities of the corporation; and

  • (d) acquire securities of any other entity that, on acquisition, would be held by, on behalf of or in trust for Her Majesty in right of Canada and sell or otherwise dispose of some or all of the securities of the entity.

• Marginal note:Part X of Financial Administration Act

  (2) The Governor in Council may, by order, declare that any provision of Part X of the Financial Administration Act does not apply to a corporation referred to in paragraph (1)(a).

Marginal note:Additional powers

204. The Minister may do anything or cause anything to be done that is necessary for, or incidental to, a measure taken under section 202 or subsection 203(1).

Marginal note:Authority

• 205. (1) Ridley Terminals Inc., any corporation referred to in paragraph 203(1)(a) or other entity referred to in paragraph 203(1)(b) or any wholly-owned subsidiary or wholly-owned entity of Ridley Terminals Inc., the corporation or the other entity may, with the approval of the Governor in Council and on any terms that the Governor in Council considers appropriate, take any of the following measures:

  • (a) sell or otherwise dispose of some or all of its assets;

  • (b) sell or otherwise dispose of some or all of its liabilities;

  • (c) issue securities and sell or otherwise dispose of some or all of those securities;

  • (d) reorganize its capital structure;

  • (e) acquire assets of a corporation or of any other entity;

  • (f) procure an addition to, or other material change in, the objects or purposes for which it is incorporated or formed or the restrictions on the businesses or activities that it may carry on, as set out in its articles or constituting documents;

  • (g) procure the incorporation of a corporation, securities of which, on incorporation, would be held by, on behalf of or in trust for it;

  • (h) procure the formation of any other entity, securities of which, on formation, would be held by, on behalf of or in trust for it;

  • (i) acquire securities of a corporation or any other entity that, on acquisition, would be held by, on behalf of or in trust for it;

  • (j) sell or otherwise dispose of some or all of the securities of a corporation or any other entity that are held by, on behalf of or in trust for it;

  • (k) procure its amalgamation or the amalgamation of any of its wholly-owned subsidiaries;

  • (l) procure its dissolution or the dissolution of any of its wholly-owned subsidiaries; and

  • (m) do anything that is necessary for, or incidental to, a measure taken under any of paragraphs (a) to (l).

• Marginal note:Additional powers

  (2) The Governor in Council may, on the recommendation of the Minister and on any terms that the Governor in Council considers appropriate, direct Ridley Terminals Inc. or any corporation referred to in paragraph 203(1)(a) or other entity referred to in paragraph 203(1)(b) to take, or cause any wholly-owned subsidiary or wholly-owned entity of Ridley Terminals Inc., the corporation or the other entity to take, a measure referred to in subsection (1).

• Marginal note:Limitation

  (3) The Governor in Council is not authorized to issue a directive to Ridley Terminals Inc. or any corporation referred to in paragraph 203(1)(a) or other entity referred to in paragraph 203(1)(b)

  • (a) after some or all of its securities are sold or otherwise disposed of; or

  • (b) with respect to any of its wholly-owned subsidiaries or wholly-owned entities, after some or all of the wholly-owned subsidiaries or wholly-owned entities’ securities are sold or otherwise disposed of.

• Marginal note:Compliance with directive

  (4) The directors of Ridley Terminals Inc. or of the corporation, or persons acting in a similar capacity with respect to the other entity, must comply with a directive issued by the Governor in Council. Compliance with that issued directive is in the best interests of Ridley Terminals Inc., the corporation or the other entity, as the case may be.

• Marginal note:Notification of implementation

  (5) As soon as feasible after implementing a directive and completing any actions that are required to be taken in connection with that implementation, Ridley Terminals Inc., the corporation or the other entity, as the case may be, must notify the Minister that it has done so.